AI assistant
Afarak Group Remuneration Information 2026
3302_rns_2026-03-27_f00503f7-9115-4d2d-ac8e-0dec07c3d79e.pdf
Remuneration Information
Open in viewerOpens in your device viewer
AFARAK GROUP SE REMUNERATION REPORT FOR GOVERNING BODIES 2025
Afarak Group | Remuneration Report
Remuneration report 2025
1. Introduction
The Annual General Meeting of Afarak Group SE ('Afarak') has approved the Remuneration Policy (the 'Remuneration Policy') at its Annual General Meeting in 2025. The Remuneration Policy sets out the framework for the remuneration of the Board of Directors and the executive management team ('EMT') of Afarak. Afarak complies with the recommendations of the Finnish Corporate Governance Code for listed companies and the Shareholders' Rights Directive legislation in the Remuneration Report ('Remuneration Report').
Afarak operates in a highly competitive sector in terms of human capital with a shortage of highly qualified and experienced executives. The remuneration of Afarak is designed to attract, retain and incentivize high-calibre executives to implement Afarak's business strategy and operational objectives, and to enhance shareholder value.
Afarak strives for transparency and consistency in rewarding. Remuneration across the company, at employee and executive level, is reviewed regularly to secure its fairness and competitiveness in the context of the market.
Afarak faced challenging market conditions during the year. As a result, remuneration during 2025 decreased compared to the previous year.
Deviations from the Remuneration Policy and exercise of Clawback
Afarak did not have any deviations from the Remuneration Policy during the 2025.
Development of remuneration and fees
Below is a comparable description of the fees paid to the Board members and CEO and remuneration of employees and the financial performance of the Company.
The Board fees were same as the previous year. The overall board fees were lower. A new board member was appointed in the Company's Annual General Meeting of 2025, however, the Company did not pay bonus to its Board members.
The CEO fees remained the same compared to prior year. A bonus of EUR 100,000 was granted for the year 2025. The decrease in total remuneration is primarily attributable to the share-based payment recognised in 2024, relating to shares granted for that year and accounted for in accordance with IFRS 2.
The employee pay is presented as average annual expenses per employee.
Afarak Group | Remuneration Report
| €000 | 2025 | 2024 | 2023 | 2022 | 2021 |
|---|---|---|---|---|---|
| Total Board pay1 | 219 | 224 | 262 | 140 | 135 |
| CEO pay2 | 452 | 701 | 791 | 777 | 430 |
| Employee pay (average)3 | 43 | 41 | 37 | 34 | 28 |
| Revenue | 141,278 | 128,641 | 153,665 | 198,691 | 80,256 |
| EBITDA | -212 | 2,607 | 16,594 | 53,747 | 5,940 |
| Share price (NASDAQ Helsinki), € | 0.31 | 0.31 | 0.52 | 0.42 | 0.19 |
Afarak Group | Remuneration Report
Revenue
EBITDA
Average share price
Afarak Group | Remuneration Report
2. Remuneration of the Board of Directors
The remuneration of the members of Afarak's Board of Directors is decided by the shareholders of Afarak in Annual General Meeting, taking into account the recommendations and proposals submitted to the Annual General Meeting by the Nomination and Remuneration Committee.
The remuneration of the Board of Directors consists of a monthly fixed fee. An increased monthly fee is typically paid to the Chair of the Board of Directors. Additionally, members of the Board of Directors who sit on Afarak's committees, namely the Audit and Risk Management Committee, the Nomination and Remuneration Committee and the Health, Safety and Sustainability Committee may receive additional remuneration for committee work.
In the General Meeting 3 June 2025 the following fees were decided to be remunerated to Board members:
| Fee (EUR) | |
|---|---|
| Monthly fee of Chair of the Board | 1,500 |
| Monthly fee of member of the Board | 5,000 |
| Additional monthly fee of Board Committee member | 1,500 |
Members of the Board of Directors who are executives of Afarak are, subject to the decision of the general meeting, not entitled to receive any remuneration for committee memberships and their position on Afarak's Board of Directors.
Board Members shall be compensated for travel and accommodation expenses as well as other costs directly related to Board and Committee work in accordance with the company's travel rules. Afarak also provides D&O insurance to the member of the Board of Directors and to senior executives. Non-executive directors do not have service contracts with the company.
In 2025 the Board of Directors had 3 members. The fees to the Board were paid fully in cash. Dr Jelena Manojlovic and Mr. Thorstein Abrahamsen were re-elected as Board members and Mr. Julien Duniague was elected as a new Board member. The payments made in 2025 for three Board members are described in the table below. The Group CEO fees are described in next section.
All fees paid to the Company's Board of Directors are made within the framework of the effective Remuneration Policy for governing bodies presented to the Annual General Meeting.
| | Paid in 2025
Annual fee, (EUR) |
| --- | --- |
| Abrahamsen Thorstein
Chairman of the Board | 96,000 |
| Manojlovic Jelena
Member | 78,000 |
| Duniague Julien
Member | 45,067 |
| TOTAL | 219,067 |
Afarak Group | Remuneration Report
3. Remuneration of the Group CEO
Afarak's CEO is appointed by the Board of Directors to manage, develop, guide and supervise Afarak Group's activities and to lead the EMT. The remuneration of the CEO is decided upon by Afarak's Board of Directors on the basis of the recommendations and proposals submitted to the Board of Directors by the Nomination and Remuneration Committee. CEO remuneration has complied with the valid remuneration policy.
The CEO is engaged to Afarak by virtue of a service contract. The remuneration of Afarak's CEO consists of an annual fixed remuneration together with Afarak shares as an incentive for each completed year of service as CEO as per the agreement entered into between Afarak and the CEO. These above-mentioned incentive shares must be retained by the CEO by minimum period of one year commencing from receipt. The CEO's service contract defines the CEO's notice period including compensation paid for the notice period and other customary conditions of service.
Afarak makes no pension arrangements for the CEO beyond the statutory pension coverage and there is no set retirement age.
The CEO has an annual salary of €444,000. He shall also receive Company shares as an incentive based on the overall performance KPIs.
In 2025 the CEO was paid a total fee of EUR 444,000 and a Company bonus of EUR 100,000. In addition, EUR 8,000 was recognised as an expense in respect of the remaining share-based remuneration relating to 2024, in accordance with IFRS 2. Total remuneration recognised for 2025 amounted to EUR 552,000. The CEO's remuneration consisted of the following in 2025:
The CEO's remuneration consisted of the following in 2025:
- salary
- share-based remuneration
- Company bonus
| Element | Paid fees in 2025 | Fees due in 2026 |
|---|---|---|
| Fixed base salary | 444,000 | - |
| Company bonus | 100,000 | - |
| Shares (#) | 400,000 * | - |
- Shares related to 2024 transferred on 31 March 2025
Share-based remuneration
As part of the remuneration packages of its CEOs, Afarak pays a share-based compensation based on the overall performance KPIs. Guy Konsbruck, received 400,000 Company shares on 31 March 2025. On 14 August 2025, the Group extended the CEO contract to 30 June 2027.